Common use of License of Data; Warranty; Termination of Rights Clause in Contracts

License of Data; Warranty; Termination of Rights. A. Fund Services hereby informs Administrator that Fund Services has entered into agreements with MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), and FactSet Research Systems Inc. (“FACTSET”) which obligates Fund Services to include a list of required provisions in this Agreement attached hereto as Exhibit B. The index data services being provided to the Administrator and the Fund by Fund Services pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Administrator (with a right to sublicense the same to the Fund) for internal purposes and use in the normal conduct of its business and the Fund’s business and will not redistribute the Data in any form or manner to any third party, except to the Trust, and the advisers, agents and consultants of the Fund and the Administrator. The provisions in Exhibit B shall not have any effect upon the standard of care and liability Fund Services has set forth in Section 6 of this Agreement. B. The Administrator agrees to indemnify and hold harmless Fund Services, its information providers, and any other third party involved in or related to the making or compiling of the Data, their affiliates and subsidiaries and their respective directors, officers, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in and any manner out of the Administrator’s or any third party’s use of, or inability to use, the Data or any breach by the Administrator of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services as set forth in Section 6 of this Agreement.

License of Data; Warranty; Termination of Rights. A. Fund Services hereby informs Administrator that Fund Services has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and FactSet Research Systems Inc. (“FACTSET”) which obligates Fund Services ICE to include a list of required provisions in this Agreement attached hereto as Exhibit B. The index provide data services being provided to the Administrator that may include, without limitation, index returns and the Fund by Fund Services pursuant hereto pricing information (collectively, the “Data”) are to facilitate the services provided by Fund Services to each Fund. These Data Providers have required Fund Services to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit C. The Data is being licensed, not sold, to the Administrator (Fund. The Trust acknowledges and agrees that certain Data Providers may also require the Trust or one or more Funds to enter into an agreement directly with a right to sublicense the same to the Fund) for internal purposes and use in the normal conduct of its business and the Fund’s business and will not redistribute the Data in any form or manner to any third party, except to Provider for the Trust, and the advisers, agents and consultants use of the Fund and the Administratorthat Data Provider’s Data. The provisions in Exhibit B C shall not have any effect upon the standard of care and liability Fund Services has set forth in Section 6 of this Agreement. B. The Administrator Trust agrees to indemnify and hold harmless Fund Services, its information providers, and any other third party involved in or related to the making or compiling of the Data, their affiliates and subsidiaries and their respective directors, officers, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in and any manner out of the AdministratorTrust’s or any third party’s use of, or inability to use, the Data or any breach by the Administrator Trust of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services as set forth in Section 6 of this Agreement.

License of Data; Warranty; Termination of Rights. A. Fund Services hereby informs Administrator that Fund Services USBFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and FactSet Research Systems Inc. ICE to provide data services that may include, without limitation, index returns and pricing information (collectively, the “FACTSETData”) which obligates Fund Services to facilitate the services provided by USBFS to each Fund. These Data Providers have required USBFS to include a list certain provisions regarding the use of required provisions the Data in this Agreement attached hereto as Exhibit B. The index data services being provided to the Administrator and the Fund by Fund Services pursuant hereto (collectively, the “Data”) are Data is being licensed, not sold, to the Administrator (Fund. The Fund acknowledges and agrees that certain Data Providers may also require the Fund or one or more Funds to enter into an agreement directly with a right to sublicense the same to the Fund) for internal purposes and use in the normal conduct of its business and the Fund’s business and will not redistribute the Data in any form or manner to any third party, except to Provider for the Trust, and the advisers, agents and consultants use of the Fund and the Administratorthat Data Provider’s Data. The provisions in Exhibit B shall not have any effect upon the standard of care and liability Fund Services USBFS has set forth in Section 6 of this Agreement. B. The Administrator Fund agrees to indemnify and hold harmless Fund ServicesUSBFS, its information providers, and any other third party involved in or related to the making or compiling of the Data, their affiliates and subsidiaries and their respective directors, officers, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costsexpenses, as incurred, arising in and any manner out of the AdministratorFund’s or any third party’s use of, or inability to use, the Data or any breach by the Administrator Fund of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services USBFS as set forth in Section 6 of this Agreement.

License of Data; Warranty; Termination of Rights. A. Fund Services hereby informs Administrator that Fund Services USBFS has entered into agreements an agreement with MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), ) and FactSet Research Systems Inc. (“FACTSET”) which obligates Fund Services USBFS to include a list of required provisions in this Agreement attached hereto as Exhibit B. Section 4 is only applicable if the Company uses data (as defined below) provided by MSCI, S&P or FACTSET through UBFS in the future. The index data services (when applicable) being provided to the Administrator and the Fund Company by Fund Services USBFS pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Administrator (with a right to sublicense the same to the Fund) for internal purposes and use in the normal conduct of its business and the Fund’s business and will not redistribute the Data in any form or manner to any third party, except to the Trust, and the advisers, agents and consultants of the Fund and the AdministratorCompany. The provisions in Exhibit B shall not have any effect affect upon the standard of care and liability Fund Services USBFS has set forth in Section 6 of this Agreement. B. The Administrator Company agrees to indemnify and hold harmless Fund ServicesUSBFS, its information providers, and any other third party involved in or related to the making or compiling of the Data, their affiliates and subsidiaries and their respective directors, officers, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in and any manner out of the AdministratorCompany’s or any third party’s use of, or inability to use, the Data or any breach by the Administrator Company of any provision contained in this Agreement regarding the DataAgreement. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services USBFS as set forth in Section 6 of this Agreement.

License of Data; Warranty; Termination of Rights. A. Fund Services hereby informs Administrator that Fund Services USBFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and FactSet Research Systems Inc. ICE to provide data services that may include, without limitation, index returns and pricing information (collectively, the “FACTSETData”) which obligates Fund Services to facilitate the services provided by USBFS to the Fund. These Data Providers have required USBFS to include a list certain provisions regarding the use of required provisions the Data in this Agreement attached hereto as Exhibit B. The index data services being provided to the Administrator and the Fund by Fund Services pursuant hereto (collectively, the “Data”) are Data is being licensed, not sold, to the Administrator (Fund. The Fund acknowledges and agrees that certain Data Providers may also require the Fund to enter into an agreement directly with a right to sublicense the same to the Fund) for internal purposes and use in the normal conduct of its business and the Fund’s business and will not redistribute the Data in any form or manner to any third party, except to Provider for the Trust, and the advisers, agents and consultants use of the Fund and the Administratorthat Data Provider’s Data. The provisions in Exhibit B shall not have any effect upon the standard of care and liability Fund Services USBFS has set forth in Section 6 of this Agreement. B. The Administrator Fund agrees to indemnify and hold harmless Fund ServicesUSBFS, its information providers, and any other third party involved in or related to the making or compiling of the Data, their affiliates and subsidiaries and their respective directors, officers, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in and any manner out of the AdministratorFund’s or any third party’s use of, or inability to use, the Data or any breach by the Administrator Fund of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services USBFS as set forth in Section 6 of this Agreement.

License of Data; Warranty; Termination of Rights. A. Fund Services hereby informs Administrator that Fund Services USBFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and FactSet Research Systems Inc. ICE to provide data services that may include, without limitation, index returns and pricing information (collectively, the “FACTSETData”) which obligates Fund Services to facilitate the services provided by USBFS to each Fund. These Data Providers have required USBFS to include a list certain provisions regarding the use of required provisions the Data in this Agreement attached hereto as Exhibit B. The index data services being provided to the Administrator and the Fund by Fund Services pursuant hereto (collectively, the “Data”) are Data is being licensed, not sold, to the Administrator (Fund. The Trust acknowledges and agrees that certain Data Providers may also require the Trust or one or more Funds to enter into an agreement directly with a right to sublicense the same to the Fund) for internal purposes and use in the normal conduct of its business and the Fund’s business and will not redistribute the Data in any form or manner to any third party, except to Provider for the Trust, and the advisers, agents and consultants use of the Fund and the Administratorthat Data Provider’s Data. The provisions in Exhibit B shall not have any effect upon the standard of care and liability Fund Services USBFS has set forth in Section 6 of this Agreement. B. The Administrator Fund agrees to indemnify and hold harmless Fund ServicesUSBFS, its information providers, and any other third party involved in or related to the making or compiling of the Data, their affiliates and subsidiaries and their respective directors, officers, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costsexpenses, as incurred, arising in and any manner out of the AdministratorFund’s or any third party’s use of, or inability to use, the Data or any breach by the Administrator Fund of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services USBFS as set forth in Section 6 of this Agreement.

License of Data; Warranty; Termination of Rights. A. Fund Services hereby informs Administrator that Fund Services USBFS has entered into agreements an agreement with MSCI index data services (“MSCI”), ) and Standard & Poor Financial Services LLC (“S&P”), and FactSet Research Systems Inc. (“FACTSET”) which obligates Fund Services USBFS to restrict the external distribution of their data and obligates USBFS to include a list of required provisions in this Agreement attached hereto as Exhibit B. The index data services being provided to the Administrator and the Fund by Fund Services USBFS pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Administrator (with a right to sublicense the same to the Fund) for internal purposes and use in the normal conduct of its business and the Fund’s business and will not redistribute the Data in any form or manner to any third party, except to the Trust, and the advisers, agents and consultants of the Fund and the Administrator. The provisions in Exhibit B shall not have any effect affect upon the standard of care and liability Fund Services USBFS has set forth in Section 6 of this Agreement. B. The Administrator Fund agrees to indemnify and hold harmless Fund ServicesUSBFS, its information providers, and any other third party involved in or related to the making or compiling of the Data, their affiliates and subsidiaries and their respective directors, officers, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in and any manner out of the AdministratorFund’s or any third party’s use of, or inability to use, the Data or any breach by the Administrator Fund of any provision contained in this Agreement regarding Agreement, except for any and all claims, losses, damages, liabilities, costs and expenses arising out of or relating to USBFS’, its information providers’, and any other third party involved in or related to the making or compiling of the Data’s refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services USBFS as set forth in Section 6 of this Agreement.

License of Data; Warranty; Termination of Rights. A. Fund Services hereby informs Administrator that Fund Services has entered into agreements an agreement with MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), ) and FactSet Research Systems Systems, Inc. (“FACTSET”) which and obligates Fund Services to include a list of required provisions in this Agreement attached hereto as Exhibit B. The index data services being provided to the Administrator and the Fund Trust by Fund Services pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Administrator (with a right to sublicense the same to the Fund) for internal purposes and use in the normal conduct of its business and the Fund’s business and will not redistribute the Data in any form or manner to any third party, except to the Trust, and the advisers, agents and consultants of the Fund and the Administrator. The provisions in Exhibit B shall not have any effect affect upon the standard of care and liability Fund Services has set forth in Section 6 of this Agreement. B. The Administrator Trust agrees to indemnify and hold harmless Fund Services, its information providers, and any other third party involved in or related to the making or compiling of the Data, their affiliates and subsidiaries and their respective directors, officers, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in and any manner out of the AdministratorTrust’s or any third party’s use of, or inability to use, the Data in a manner that is prohibited by this Agreement or any breach by the Administrator Trust of any provision contained in this Agreement regarding the Dataprovided Fund Services has selected such third party with reasonable care. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services as set forth in Section 6 of this Agreement.. Execution Copy

License of Data; Warranty; Termination of Rights. A. Fund Services hereby informs Administrator that Fund Services USBFS has entered into agreements an agreement with MSCI index data services (“MSCI”), ) and Standard & Poor Financial Services LLC (“S&P”), and FactSet Research Systems Inc. (“FACTSET”) which obligates Fund Services USBFS to include a list of required provisions in this Agreement attached hereto as Exhibit B. The index data services being provided to the Administrator and the Fund Company by Fund Services USBFS pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Administrator (with a right to sublicense the same to the Fund) for internal purposes Company, and use in the normal conduct consist solely of its business and the Fund’s business use of the industry classifications in accordance with Global Industry Classification Standard (GICS®), which was developed by and/or is the exclusive property of MSCI and will not redistribute S&P (collectively, the “Data”). It is expressly acknowledged and agreed that the Fund’s use of the Data in any form or manner to any third party, except to its regulatory filings is not prohibited hereunder and does not violate the Trust, and the advisers, agents and consultants of the Fund and the Administrator. provisions in Exhibit B. The provisions in Exhibit B shall not have any effect affect upon the standard of care and liability Fund Services USBFS has set forth in Section 6 of this Agreement. B. The Administrator Company agrees to indemnify and hold harmless Fund ServicesUSBFS, its information providers, and any other third party involved in or related to the making or compiling of the Data, their affiliates and subsidiaries and their respective directors, officers, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in and any manner out of the AdministratorCompany’s or any affiliated third party’s use of, or inability to use, the Data or any material breach by the Administrator Company of any provision contained in this Agreement regarding the DataAgreement. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services USBFS as set forth in Section 6 of this the Agreement.